General Terms

Welcome to PosiPair Services E-Commerce Service, a suite of optional merchant services including the following services: Selling on PosiPair, or using PosiPair profiling and all other functionality.

BY REGISTERING FOR OR USING THE SERVICE(S), YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY IN THE COUNTRY FOR WHICH YOU REGISTER (“YOUR ELECTED COUNTRY”) FOR EACH SERVICE FOR WHICH YOU REGISTER.

As used in this Agreement, "we," "us," and "PosiPair" means the PosiPair Contracting Party or any of its affiliates, and "you" means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business). Capitalized terms have the meanings listed in the Definitionsbelow. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.

1. Enrollment.

To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (for example, Your Elected State may not allow minors to use the Services). As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing the Services or any of them at our sole discretion and without notice.

2. Service Fee Payments.

Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. To use a Service, you must provide us with valid credit card information from a credit card acceptable by PosiPair ("Your Credit Card") as well as valid bank account information for a bank account in your name that is located within Your Elected State or any other location shown as supported by our standard functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice) ("Your Bank Account"). You will use only a name you are authorized to use in connection with the Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from your credit card issuer, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At PosiPair's option, all payments to you will be remitted to Your Bank Account, Your Credit Card or through an Automated Clearing House ("ACH") or similar system. For any amounts you owe us, we may (a) charge Your Credit Card, (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, (c) invoice you for amounts due to us under this Agreement, in which case you will pay the invoiced amounts upon receipt, (d) reverse any credits to Your Bank Account, or (e) seek such payment or reimbursement from you by any other lawful means. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means.

If we conclude that your actions and/or performance in connection with the Agreement may result in customer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement.

As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because the PosiPair Site or the Services are unavailable following the commencement of a transaction.

3. Term and Termination.

The term of this Agreement will start on the date of your completed registration for the Service(s) and continue until terminated by us or you as provided below (the "Term"). We may terminate or suspend this Agreement or any Service immediately by notice to you for any reason at any time. You may terminate this Agreement or any Service or the Promotion Site for any reason at any time by the means then specified by PosiPair. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16 and 18 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

4. License.

You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our affiliates and operators of PosiPair; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the PosiPair Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

If Your Elected Country is the United States, conditioned upon your compliance with the Trademark Usage Guidelines, PosiPair grants you a non-exclusive, non-transferable, non-assignable, revocable right and license during the term of this Agreement to use the PosiPair Marks solely in connection with your use of the Services for which the PosiPair Marks were provided to you. You must use the PosiPair Marks solely in the manner in which they were provided to you, meaning you may not change, alter, amend, vary, or modify the PosiPair Marks in any way, at any time. You may not use any PosiPair Mark except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use the PosiPair Marks. You acknowledge that PosiPair and its affiliates are the sole owners of the PosiPair Marks, and you agree to do nothing inconsistent with that ownership. All goodwill arising out of your use of the PosiPair Marks will inure to the sole benefit of PosiPair and its affiliates. PosiPair may revoke your license to any or all of the PosiPair Marks at any time in its sole discretion. Upon the termination this Agreement, or termination or suspension of the Services for which any PosiPair Mark was provided to you, you shall immediately cease and discontinue all further use of the PosiPair Mark.

5. Representations.

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that your are registering for the Service(s) within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

6. Indemnification.

You release us and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfillment, refund, return or adjustments thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

7. Disclaimer & General Release.

a. THE POSIPAIR SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE POSIPAIR SITE AND THE SERVICES AND SELLER CENTRAL AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE POSIPAIR SITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.b. BECAUSE POSIPAIR IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE POSIPAIR (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Limitation of Liability.

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF POSIPAIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO POSIPAIR IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

9. Insurance.

If the Sales Proceeds from Your Transactions through either the E-Commerce Service exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term commercial general, umbrella and/or excess liability insurance with the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming PosiPair and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following address: c/o PosiPair, P.O. Box 260217, Madison, WI 53726, Attention: PosiPair -Risk Management.

10. Tax Matters.

As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes. You agree to and will comply with the Tax Policies and the representations contained therein.

11. Confidentiality.

During the course of your use of the Services, you may receive information relating to us or to the Services including, but not limited to PosiPair Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain PosiPair's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

12. Force Majeure.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties.

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of PosiPair, you, and relying customers or sellers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use.

14. Use of PosiPair Transaction Information.

You will not, and will cause your affiliates not to, directly or indirectly: (a) disclose or convey any PosiPair Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any PosiPair Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Person to make an alternative purchase; (d) disparage us, our affiliates, or any of their or our respective products or services; or (e) target communications of any kind on the basis of the intended recipient being an PosiPair Site user. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to PosiPair Transaction Information for any purpose, even if such information is identical to PosiPair Transaction Information, provided that you do not target communications on the basis of the intended recipient being an PosiPair Site user.

15. Suggestions and Other Information.

If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the PosiPair Site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

16. Modification.

We may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Program Policies) at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on Seller Central or on the PosiPair Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 days. Changes to Program Policies may be made without notice to you. You should refer regularly to Seller Central to understand the current Agreement and Program Policies and to be sure that the items you offer for sale can be sold via the Service. YOUR CONTINUED USE OF A SERVICE AFTER POSIPAIR'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT AS PROVIDED ABOVE.

17. Password Security.

Any password we provide to you may be used only during the Term to access Seller Central (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

18. Miscellaneous.

The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with PosiPair or its affiliates relating in any way to this Agreement or your use of the Services shall be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

PosiPair retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.Because PosiPair is not the agent of either you or the customer for any purpose, PosiPair will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your program application or within Seller Central, or by any other means then specified by PosiPair. You may change your e-mail addresses by updating your information in Seller Central. You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate. You must send all notices and other communications relating to PosiPair to our Merchant Services Team by using the Contact Us form.

This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Program Policies, which PosiPair may modify from time to time. In the event of any conflicts between the Program Policies and this Agreement, the Program Policies will prevail. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. If Your Elected Country is Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Dans l’hypothèse où votre Pays d’Election est le Canada, il est de la volonté expresse des parties que le présent contrat et/ou tous les documents qui s’y rattachent soient rédigés en Anglais) This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

Definitions.

As used in this Agreement, the following terms have the following meanings:"Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity."PosiPair Associated Properties" means any website or other online point of presence, other than the PosiPair Site, through which the PosiPair Site, any E-Commerce site, and/or products or services available on any of them, are syndicated, offered, merchandised, advertised or described."PosiPair Contracting Party" means the applicable one of the following:

"PosiPair Site" means that website, the primary home page of which is identified by the applicable one of the following (and any successor or replacement of such website(s)):

the URL www.PosiPair.com and any Promotion Site that we make available from time to time (if Your Elected Country is the United States)

"PosiPair Transaction Information" means, collectively, Order Information, and any other data or information acquired by you or your affiliates from PosiPair or its affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties' performance hereunder.

"Content" means copyrightable works under applicable Law.

"Excluded Products" means the products or items set forth in the Excluded Products List.

"Governing Courts" means the applicable one of the following:

the state or Federal court in Dane County, Wisconsin (if Your Elected Country is Canada or the United States)

"Governing Laws" means the applicable one of the following:

the laws of the State of Wisconsin, United States (if Your Elected Country is Canada or the United States).

"Insurance Limits" means the applicable one of the following:

One Million U.S. Dollars ($1,000,000) (if Your Elected Country is the United States).

"Insurance Threshold" means the applicable one of the following:

Ten Thousand U.S. Dollars ($10,000) (if Your Elected Country is the United States).

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction.

"Local Currency" means the applicable one of the following:

U.S. Dollars (if Your Elected Country is the United States)

"Order Information" means, with respect to any of Your Products sold through the PosiPair Site, the order information and shipping information that we provide or make available to you.

"Promotion Site" means that ecommerce website, the primary home page of which is identified by the URL www.sellername.PosiPair.com, in which "sellername" is a name representing you that we elect to include in such URL."Sales Proceeds" means the gross sales proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges with respect thereto, including taxes and customs duties only to the extent specified in the applicable Tax Policies.

"Seller Central" means the online portal and tools made available by PosiPair to you, for your use in managing your orders, inventory and presence on the PosiPair Site.

"Service" means each of the following services that PosiPair makes available in Your Elected Country: Selling on PosiPair.

"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service and any subsequent modifications we are permitted to make to those terms.

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or any other source or business identifier, protected or protectable under any Laws.

"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items provided or made available by you or your affiliates to PosiPair or its affiliates.

"Your Product" means any product that is made available for listing for sale, offered for sale, or sold by you through the Selling on PosiPair Service.

"Your Sales Channels" means any website operated by or on behalf of you (including a PosiPair Site) that is primarily branded the same as any 'storefront' on the PosiPair and any successor or replacement of any of the foregoing.

"Your Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or its affiliates or their respective employees, agents, contractors or representatives.

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

"Your Transaction" means any sale of Your Product(s) through the PosiPair Site.

Selling on PosiPair Service Terms.

The Selling on PosiPair Service ("Selling on PosiPair") is a Service that allows you to list products for sale directly on the PosiPair Site (which, if Your Elected Country is the United States, includes a Promotion Site that we may make available from time to time during the Term and on which certain of Your Products may be listed for sale).

These Selling on PosiPair Service Terms are part of the PosiPair Services E-Commerce Service Agreement ("E-Commerce Service Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on PosiPair. BY REGISTERING FOR OR USING SELLING ON POSIPAIR, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE E-COMMERCE SERVICE AGREEMENT AND THESE SELLING ON POSIPAIR SERVICE TERMS. NOTWITHSTANDING THE PREVIOUS SENTENCE, IF YOU HAVE ENTERED INTO A SEPARATE AGREEMENT THAT PERMITS YOU TO OFFER YOUR PRODUCTS ON A NON-CONSIGNMENT BASIS FOR PURCHASE THROUGH THE POSIPAIR SITE CHECKOUT PROCESS THEN TO THE EXTENT THAT YOU CONTINUE TO LIST AND SELL PRODUCTS ON THE POSIPAIR SITE PURSUANT TO A SEPARATE AGREEMENT, THE SALE OF YOUR PRODUCTS ON THE POSIPAIR SITE IS GOVERNED BY THE TERMS OF THAT AGREEMENT AND NOT BY THESE SELLING ON POSIPAIR SERVICE TERMS.

Your Product Listings and Orders.

Products and Product Information.

You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the PosiPair Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to list for sale on the PosiPair Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the PosiPair Site.

Product Listing; Merchandising; Order Processing.

We will list Your Products for sale on the PosiPair Site on the Selling on PosiPair Launch Date, and conduct merchandising and promote Your Products as determined by us (including via the PosiPair Associated Properties or any other functions, features, advertising, or programs on or in connection with the PosiPair Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller and PosiPair may make these ratings and feedback publicly available. We will provide Order Information to you for each sale of Your Products through the PosiPair Site. We will also collect all Sales Proceeds for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Service Terms.

Shipping and Handling Charges.

For those of Your Products sold on or through the PosiPair website, you will determine shipping and handling charges via and subject to our standard functionality and categorizations and further subject to any shipping and handling charge Program Policies.

Credit Card Fraud.

We will not bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer that has been charged for an order that we stop or cancel.

Sale and Fulfillment; Refunds and Returns.

Sale and Fulfillment.

You will: (a) source, sell, fulfill, ship and deliver your Seller-Fulfilled Products, and source and sell your PosiPair-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the PosiPair Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each business day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the PosiPair Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout Your Elected Country (except to the extent prohibited by Law or this Agreement); (f) provide to PosiPair information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for your account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).

Returns and Refunds.

For all of Your Products you will provide us with your customer return and refund policies for display on the PosiPair Site and accept and process returns, adjustment and refunds relating to Your Products in accordance with these Service Terms and the posted policies at the time of the applicable order. If you notify us of any changes to these policies, we will use commercially reasonable efforts to post the changes. No change will be effective as to Your Products until we post the change on the PosiPair Site. In any event, at a minimum, your return and refund policies will be at least as favorable as the then-current PosiPair Refund Policies. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for your account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies and the terms of this E-Commerce Service Agreement. You will route all such payments through PosiPair. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. If you list PosiPair-Fulfilled Products for sale on the PosiPair Site, you acknowledge and agree that the PosiPair Refund Policies published at the time of the applicable order apply to such PosiPair-Fulfilled Products and that you will comply with such policies. You will provide refunds and adjustments (that you are obligated to provide under applicable return and refund policies or as required by Law) promptly, but in no case later than thirty (30) days following the close of the sale.

Problems with Your Products.

Delivery Errors and Nonconformities; Recalls.

You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.

Chargebacks.

If we inform you that we have received any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within five (5) business days after request by us: (a) proof of delivery of Your Product(s) (as applicable); (b) the applicable PosiPair order identification number; and (c) a description of Your Product(s) (as applicable). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (y) credit card fraud; or (z) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payments section of the Agreement for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by PosiPair) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our affiliates.

Parity with Your Sales Channels.

You are free to determine which of Your Products you wish to list for sale on the PosiPair Site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on the PosiPair Site by ensuring that at the Selling on PosiPair Launch Date and thereafter: (a) the Purchase Price and every other term of offer and/or sale of Your Product (including associated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to PosiPair users as the most favorable terms upon which a product is offered and/or sold via Your Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Your Products is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of Your Sales Channels (this requirement does not apply to customer service for payment-related issues on Your Transactions, which we will provide); and (c) the Content, product information and other information regarding Your Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them. For PosiPair-Fulfilled Products, we acknowledge that if the shipping and handling charges associated with the sale and delivery of any of Your Products listed for sale on the PosiPair Site are included in (and not separately stated) the purchase price listed for Your Product on the PosiPair Site (collectively a "Shipping Inclusive Purchase Price"), then the parity obligation in (a) above will be satisfied if the Shipping Inclusive Purchase Price and each other term of offer and/or sale for the product on the PosiPair Site are at least as favorable to PosiPair Site users as the purchase price and each other term of offer and/or sale for the product (including any and all separately stated shipping and handling charges) pursuant to which the product is offered and/or sold via any of your sales channels other than the PosiPair Site.

Compensation.

You will pay us: (a) the applicable Referral Fees; (b) any applicable Variable Closing Fee; and (c) the non-refundable Selling on PosiPair Subscription Fee in advance for each month (or for each transaction, if applicable) during the term of this Agreement. "Selling on PosiPair Subscription Fee" means the fee specified as such on the Selling on PosiPair Fee Schedule at the time such fee is payable. With respect to each of Your Transactions: (x) "Sales Proceeds" has the meaning set out in the E-Commerce Service Agreement; (y) "Variable Closing Fee" means the applicable fee, if any, as specified on the Variable Closing Fee Schedule; and (z) "Referral Fee" means the applicable percentage of the Sales Proceeds from Your Transaction through the PosiPair Site specified on the Selling on PosiPair Fee Schedule at the time of Your Transaction, based on the categorization by PosiPair of the type of product that is the subject of Your Transaction.

Remittance of Sales Proceeds & Refunds.

Except as otherwise stated in this Agreement (including without limitation Section 2 of the E-Commerce Service Agreement), we will remit to you on a bi-weekly (14 day) (or at our option, more frequent) basis any Sales Proceeds collected by us or our affiliates but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date") (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) the applicable Variable Closing Fee, if any, due for such sums; and (c) any Selling on PosiPair Subscription Fees due. When you either initially provide or later change Your Bank Account information, we may delay any remittance of sums due to you by up to 14 days. You will not have the ability to initiate or cause payments to be remitted to you. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our affiliate), we will refund to you the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund (including refunded taxes and customs duties only to the extent specified in the applicable Tax Policies), less the Refund Administration Fee for each product refunded that is not a BMVD Product, which amount we may retain as an administrative fee; provided, however, that in the case of a complete refund of sales proceeds for a Media Product, we will refund to you the full amount of any Variable Closing Fee paid by you to us (and in the case of a partial refund of sales proceeds for a Media Product, we will not refund to you any portion of any Variable Closing Fee paid by you to us). We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you.

Control of Site.

Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the PosiPair Site and the Selling on PosiPair Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, the PosiPair Site and the Selling on PosiPair Service and any element, aspect, portion or feature thereof (including any product listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products in our sole discretion.

Effect of Termination.

Upon termination of these Selling on PosiPair Service Terms, all rights and obligations of the Parties under these Service Terms will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.

Selling on PosiPair Definitions.

"PosiPair Refund Policies" means the return and refund policies published on the PosiPair Site and applicable to products sold via the PosiPair Site by an affiliate of the PosiPair Contracting Party.

"Estimated Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that PosiPair designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.

"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through the PosiPair Site but that we do not honor or support (but only until such time as we honor or support the same); or (b) make available solely to Third Parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) if Your Elected Country is either Canada or the United States, have affirmatively elected and opted-in to participate in your and/or one of its affiliates' membership-based customer loyalty or customer incentive programs.

"Media Product" means any book, magazine or other publication, sound recording, video recording, software product, computer game, videogame, and/or other media product in any format, including any subscription therefor, sold through the PosiPair Site.

"Purchase Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies).

"Refund Administration Fee" means the applicable one of the following:

the lesser of Five U.S. Dollars ($5) or twenty percent of the applicable Referral Fee (if Your Elected Country is the United States).

"Required Product Information" means, with respect to each of Your Products, the following (except to the extent expressly not required under Program Policies): (a) description; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as PosiPair may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by PosiPair from time to time); (d) categorization within each PosiPair product category and browse structure as prescribed by PosiPair from time to time; (e) digitized image that accurately depicts only Your Product, complies with all PosiPair image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefore); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers(and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state or country Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products)."Seller-Fulfilled Products" means any of Your Products that are fulfilled by you."Selling on PosiPair Launch Date" means the date on which we first list one of Your Products for sale on the PosiPair Site.

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date.

"Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers."URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).

Your Transaction" is defined in the E-Commerce Service Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on PosiPair only.

E-Commerce Service Terms.

PosiPair E-Commerce (which, for purposes of this Agreement, includes E-Commerce by PosiPair, unless specifically stated otherwise) (the "E-Commerce Service") provides access to and use of an e-commerce website through which you can offer and sell Your Products (a "E-Commerce Site"). The E-Commerce Service is not currently available in Canada or Japan.

These E-Commerce Service Terms are part of the PosiPair Services E-Commerce Service Agreement ("E-Commerce Service Agreement"), and, unless specifically provided otherwise, concern and apply only to your participation in the E-Commerce Service. BY REGISTERING FOR OR USING THE E-COMMERCE SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE E-COMMERCE SERVICE AGREEMENT AND THESE E-COMMERCE SERVICE TERMS. Unless defined in these E-Commerce Service Terms (including the E-Commerce Definitions), all capitalized terms have the meanings given them in the E-Commerce Service Agreement.

Listing and Promotion.

Each sale of Your Products through your E-Commerce Site is a sale by you. You will determine what is for sale on your E-Commerce Site, but you may not list any product on the E-Commerce Site that is an Excluded Product. You will ensure that you list all of Your Products in accordance with the applicable Program Policies.

Information.

You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete E-Commerce Required Product Information and all other information requested by us to process payments for you and to otherwise operate your E-Commerce Site. You will update such information as necessary to ensure it at all times remains accurate and complete. If you provide us with any images of Your Product, you will, unless we otherwise agree, first remove any logos, text or other marking included on the image except for any logos, text or other marking that actually appears on the product. You will either: (a) upload to us the "shipping confirmation files" as required by us, including all shipment notification, shipping status and order tracking information requested by us from time to time, and any other information as requested by us to process payments based on Your Product shipment status. We may provide this shipment and payment related information to users of the E-Commerce Site. We will make available certain information and reports relating to Your Transactions as we determine and have no obligation to make available any other information. We retain the right to use mechanisms that rate, or allow users to rate, your performance as a seller, and to post such ratings and feedback on the E-Commerce Site and/or PosiPair Site or otherwise make it publicly available. Any use on your E-Commerce Site of content displayed on or links to the PosiPair Site will be subject to the terms of the PosiPair Associates Operating Agreement.

Your Product Transactions.

General; Sale and Fulfillment. You will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, fulfilling, and delivering all of Your Products. As such, you are responsible for any non-conformity or defects in, damage to, or theft of or claims regarding the delivery or non-delivery of Your Products. You will handle such responsibilities, and agree to complete transactions for the items that you have listed in accordance with these E-Commerce Service Terms and applicable Program Policies. You will not send customers emails confirming orders of Your Products. All sales of Your Products on or through the E-Commerce Site will be final and may not be cancelled or revoked by you except pursuant to the applicable terms and conditions that appear on the E-Commerce Site. You will comply with all applicable Program Policies, including the E-Commerce Service Acceptable Use Policy.

Order and Payment Processing.

We will process all payments, refunds and adjustments for Your Transactions. PosiPair's, or one of its affiliates', name will appear on the customer's credit card statement (which may also display, at our option, your name). We will determine the time at which we process payments, refunds and adjustments for Your Transactions in our sole discretion. However, you are always the seller of record. We are acting on your behalf only to process payments, refunds and adjustments for Your Transactions. We may withhold for investigation, or refuse to process, any of Your Transactions. We may also restrict destinations to which you may ship Your Products sold on or through the E-Commerce Site. We do not need to accept any particular form of order or payment for Your Product, or honor or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you. We may in our sole discretion withhold for investigation and/or to refuse to process any transaction involving Your Products or any other products or services on or through the E-Commerce Site. We may use the services of one or more third party, processors or financial institutions in connection with the E-Commerce Service (each, a "Processor"). If Sales Proceeds from Your Transactions exceed $20,000 per month for any three consecutive months, you agree to the additional terms and conditions between you and the Processor(s) set forth in the Credit Card Association Agreement.

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